Terms and Conditions
GENERAL TERMS & CONDITIONS OF SERVICE
London Trade Art [LTA] is an online platform specialised in art co-ownership, offering the opportunity to buy shares of high value pieces of art (art shares) and to trade them in a secondary market (art exchange), to be launched by end 2022. Art co-ownership is guaranteed through smart contracts linked to the blockchain technology assuming the form of NFTs. In addition to it, LTA offers also art advisory services for firms and private individuals. LTA may also provide with texts, graphics, audio, videos and images of artworks made available under license by a third party.
The Website www.londontradeart.co.uk belongs to London Trade Art Ltd, based in London at the address 18 Carlyle Court, Chelsea Harbour SW10 0UQ, registered in the UK Company House at the number 10075617.
These Terms and Conditions constitute a binding agreement between LTA and the User governing the use of the Website. By using and/or visiting the Website, the User agrees to these Terms & Conditions, to the Privacy & Security and to the Conditions of Sales.
If the User does not agree to these Terms & Conditions, he/she should not access the Website or use the content or any services provided.
USERS AND THIRD PARTIES
These Terms & Conditions apply to all Users of the Website, including Users who contribute personal information and data. When User purchases Products on our Website, User will either purchase these from us or from third party suppliers. LTA does not assume responsibility for the content, privacy policies, or practices of any third party Websites linked with the Website. By using the Website, User specifically releases LTA from any and all liability arising from his/her use of any third-party Website.
All changes to the General Terms will take effect upon the publication on the Website and shall be considered as accepted by the User that continues to use the Website and the Services.
3. ACCESS AND REGISTRATION
The Website is available to users 18 years and older. Any access to or use of the Website or Services by anyone under 18 is expressly prohibited. By accessing or using the Website or Services User represents and warrants that he/she is are 18 or older.
In addition to displaying and selling art shares, LTA may, in its sole discretion, designate an area of the Website in which registered Members can see and get access to privileged information and other reserved contents (“Member Content”). In order to use all the Services provided through the “Members” section, it is required the registration to the Website. The User represents and warrants that the all-personal data provided while registering to the Website are true, correct, updated and referred to the User. The User shall be responsible for the information provided upon registration to the Website.
The registration (the “New User Registration”) requires the User to provide certain personal information, including a valid e-mail, in order to create a personal account (the “Profile”) and permit LTA to have sufficient information to supply the Services. At any time, the User that has completed the Registration can access to his/her personal Profile in order to update or amend the information provided. It is hereby understood that the Registered User shall be the sole responsible for the truthfulness and update of such information and for any activities or actions under his/her Account, whether or not Users have authorized such activities or actions. The User will immediately notify LTA of any unauthorized use of his/her Account. LTA reserves the right to suspend or terminate User’s account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
The User shall undertake to use the Services exclusively for personal use.
The User shall undertake to not use the Website and the Services for illegal scope or not according to the present Terms & Conditions.The User shall not use the Website and the Services in such a manner that may prejudice or interfere with the use of the Website and the Services by other Users.
LTA specifically prohibits any use of the Website, and requires all users to agree not to use the Website, for any of the following:
Posting any information which is incomplete, false, inaccurate or not your own;
Posting material that is copyrighted or otherwise owned by a third party unless Users are the copyright owner or have the permission of the owner to post it; Posting material that infringes on any other intellectual property, privacy or publicity right of another;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by LTA or any of LTA's providers or any other third party;
The Registered User is responsible to protect his/her access code to his/her Profile on the Website and to keep them secret;
The User further undertakes to not violate third party rights or use the Service in an inappropriate manner (for example: spam, upload illegal contents, etc.).
LTA shall not be responsible for any damage, cost or loss suffered by the User in case of fraud or any other unauthorized use of User’s access code by third parties.
5. DISCLAIMER OF WARRANTIES
User acknowledges and agree that User’s access to and use of LTA’s Services is at User’s own risk, and that our services are provided to User on an “as is” and “as available” basis. LTA makes no warranties or representations about the accuracy or completeness of the Websites content and assumes no liability or responsibility for any errors, mistakes, or inaccuracies of content and any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Website. The content of the Website is provided for information purposes only and is not intended as a substitute for professional advice.
No advice or information, whether oral or written, obtained by Users from LTA or through or from the service or the Website shall create any warranty not expressly stated in the Terms & Conditions. As with the purchase of a product or service through any medium or in any environment, User should use his/her best judgment and exercise caution where appropriate.
LTA to the fullest extent permitted by law disclaims all warranties, whether express, implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights and fitness for a particular purpose. LTA and our officers, owners, directors, consultants, agents, and employees expressly disclaim to the fullest extent permitted by applicable law. No information obtained via the Website shall create any warranty in these Terms & Conditions. LTA makes no warranty that the Website will meet Users' expectations or requirements. If User is dissatisfied with the Website, his/her sole remedy is to discontinue using it.
Any material downloaded or otherwise obtained through the use of the Website is done at User’s own discretion and risk and that User will be solely responsible for any damage that results from the download of any such material. LTA does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on or through the site.
Users agree and acknowledge that the limitations and exclusions of liability and warranty provided in these Terms & Conditions are fair and reasonable.
6. LTA LIABILITY
To the extent permitted by law, LTA and/or any third parties affiliated shall bear no liability for:
Any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any errors, mistakes, or inaccuracies of content
Economic loss, including data, profits, gains, activity, opportunity losses
Personal injuries or property damages
Any errors, omission, delay in any content posted, emailed, transmitted, or otherwise made available via the Website
Any bugs, viruses, trojan horses, or the like which may be transmitted to our through our Website by any third party
The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. User agrees that in no event shall LTA be liable for any damages (direct or otherwise) or loss regardless of the form of action or claim, whether in contract, tort or otherwise. The remedies stated for Users in these Terms & Conditions are exclusive and are limited to those expressly provided for in these Terms & Conditions.
7. CONDITIONS OF SALES
LTA is not responsible for the accuracy of any artwork displayed on the Website and disclaims all liability in this regard. The quality of the published images, illustrations and videos, including colour variation, as shown on the Website will depend on many factors, including User’s display settings and software.
7.1 ART SHARES MARKETPLACE
LTA publishes online and offers on sale Art Shares owned by LTA or by international third-party suppliers (such as art galleries, art collectors, foundations etc.) listed under the section: “Art Shares”. LTA deals with DACS for reproduction and resale rights. The curatorial team selects the Artworks to be sold in Art Shares after due diligence, checking they respect the market and aesthetic criteria, in addition to provenance and originality requirements. Once the artwork has been selected, it will be split into shares and each Art Share will be associated with a smart contract in the form of NFT, using the Polygon blockchain.
7.1.1 THE PURCHASE
Users may purchase Art Shares listed on the Website directly online. When the User purchases artwork(s) through the Website, he/she is purchasing the Art Share(s) from LTA and not from the third-party supplier. User acknowledges that prices include VAT, if any, for which User is responsible and which will be separately identified on User’s receipt. LTA and/or third-party suppliers will collect the User’s billing information and process the User’s payment. Users are able to pay using both FIAT and cryptocurrencies.
The user’s order to purchase Art Shares published on the Website constitutes a mere offer to purchase. The User interested in the purchase of Art Shares displayed on LTA Website, accepts the following Conditions of Sale, the joint ownership agreement and contract of sale (LINK TO DOCUMENTS?), and agrees that the purchase of Art Shares published on the Website are subject to the condition that the payment has been received. Conclusion of Sales contracts between the User and the third party supplier requires the User to open a Wallet on the LTA’s website and the selection of the Art Share(s) that the User wishes to purchase and the submission of the format for the purchase order by clicking on “Buy Shares” page on the Website. In order to send a purchase order, the User shall provide all necessary information required within the format and for the payment and the delivery of the selected artwork(s). Prior to confirming the purchase order, the User can correct and amend any error on the order acknowledgment page. After sending the purchase order, the User will receive an e-mail confirmation that contains details of the purchasing enquiry and the smart contract linked to the Art Share(s), in the form of NFT, certifying ownership, directly in the User Wallet.
The enquiry is considered successful if: i) the entire purchase procedure has been duly completed without any error messages from the Website; ii) the User has received the smart contract attesting ownership in their Wallet.
All details of the purchase order are available also on the User’s Profile.
Online Purchase orders are binding on the buyer. When Users place an order using the Online Purchase feature, Users are required to complete the transaction subject to these Conditions. Such Art Shares will be withdrawn from the Website pending completion of the Online Purchase sale. The user is responsible for reviewing all relevant information available on the Services before buying any Art Share. When Users purchase such an Art Share through the Website and Services, Users are purchasing the Art Share from LTA and not from a third party. LTA
To complete the purchase, the User must select the Art Share(s) and click “Buy Now”; the Art Share(s) will be added to the Cart from which the User can complete the check-out, after having attentively verified the information in the order summary, in the contract of sale and in the joint ownership agreement, where the information regarding the co-ownership is detailed. THE User may be asked to fill a registration form before proceeding to the payment. All the information provided will be stored and used as specified in LTA’s Privacy & Security paragraph (paragraph 7). After sending the purchase order, the User will receive an e-mail confirmation that contains details of the purchase, receiving the smart contract in the form of NFT directly in their Wallet, where the metadata (contract, joint ownership agreement, certificate of authenticity)connected to the artwork can be founded. The order is placed by the confirmation of the same, and is subject to payment of the price, taxes and eventual further payment fees indicated in the order summary.
The electronic submission of the offer to purchase creates for the User the agreement to pay the price specified therein.
7.2.2 CANCELLATION OF ORDERS
LTA reserves the right to cancel any order for an Art Share placed via the Website and Services if LTA determines, in their sole discretion, that the item is mispriced, out of stock, discontinued, or otherwise unavailable at the price listed via the Website and Services. If LTA cancels an order placed via the Website, LTA will send Users an e-mail confirmation of such cancellation and Users will not be charged for their order or will be refunded
7.3 AVAILABILITY OF THE PRODUCTS
The Art Shares will be available on the Website until 100% of the shares will be purchased.
7.4. USER’S RIGHT OF WITHDRAWAL
Being the purchase linked to blockchain and certified by an NFT smart contract, users can withdraw from the sale contract.
7.5. LTA LIABILITY
LTA won’t be responsible to Users or third parties for any loss of profit, revenue, anticipated savings, business, or other intangible losses, or any other indirect, incidental, exemplary, punitive, special or consequential damages, arising out of or in connection with: i) these Terms & Conditions; ii) the Services provided by LTA; iii) the use of or inability to use the Services.
LTA will not be responsible for incomplete, incorrect or inaccurate data or information published on the Website as well as for any technical fault or manifest error. LTA won’t be either responsible for any information or data independently acquired by the User from the third-party suppliers. Please note that, when LTA contacts the third-party supplier about a purchase enquiry, LTA has no liability in case the requested artwork is no more available at the time of the enquiry. LTA is not liable for the art certificates or any other document attached to the artworks.
Furthermore, the third-party supplier is solely responsible to provide the User with the certificate that proves the authenticity of the art piece/s bought by the User and/or any other equivalent document established by the applicable law.
LTA will not be responsible for any damage due to interruption of the Service provided through the Website and resulting from any malfunctions, breakdowns delays of access to the internet or defect in any reception equipment or line of communication not under LTA’s control or due to software and tools used by the User who connects to the Website.
7.6. PRICES & TAXES
All prices are, unless stated otherwise, in British Pounds. The price payable by the User for the Art Share(s) is the price given by the Website at the time the User places the purchase order and includes VAT, if applicable. Each party will be responsible for complying with any and all obligations imposed on it under applicable law with respect to the collection and payment of any Taxes. Each party will cooperate with the other party, and furnish the other party with any customary written documentation or forms required under applicable law to enable the other party to comply with such obligations or to exercise any rights available under applicable law to minimize or to qualify for an exemption from any such obligations. Users claiming exemption from any tax are responsible for providing proper documentation. Any delay in obtaining or failure to obtain any relevant documentation or a refund of any tax will not justify the cancellation of any sale or any delay in paying the Total Purchase Price by the Payment Deadline. Unless expressly otherwise indicated, all prices listed on the Services are exclusive of taxes, and applicable taxes may be collected from the User in addition to any listed price.
7.6.1 ARTIST RESALE RIGHT
According to the European Union’s directive 2001/84/EC concerning the artist's resale right, living artists and artists who died within 70 years prior to the date of the sale are entitled to receive a resale royalty each time their artwork is sold by an art market professional in the European Union or the United Kingdom, subject to certain conditions.
In case the sale of a specific item is subject to the artist's resale right, LTA will take care of it through DACS.
7.7. PAYMENT METHODS
LTA and/or its third-party suppliers will collect Users’ billing information and process their payments.
LTA uses third-party tools for its payment processing and is not connected with any of the provided payment information – such as the credit card – in any way. The User can proceed to the payment of the selected Art Shares by credit card and debit card, using both FIAT and cryptocurrencies.
Upon acceptance of the purchased order, the purchasing price shall be charged immediately. In any case title in a purchased item will not pass until LTA has received the full purchase price in cleared funds. The User represents and warrants to have all necessary authorization to proceed to the purchase of the selected artwork(s) by using the chosen payment method. All data and information payment provided by the User will be processed through a server-to-server secure connection.
All sales are final, and LTA does not offer any money-back guarantees. The user recognizes and agrees that they shall not be entitled to a refund for any purchase under any circumstances.
7.9. STORAGE AND MANAGEMENT
The Artwork sold in shares will be safely managed and stored by LTA, as detailed in the Joint ownership agreement.
7.10. GENERAL QUERIES AND COMPLAINTS
Please contact us at: email@example.com directly for all queries, complaints and issues, unless described otherwise in these Terms. Please note that these Terms are governed by English law. This means a Contract for the purchase of Products through our sites and any dispute or claim arising out of or in connection with it will be governed by English law. LTA, Users, and the Suppliers agree to that the courts of England and Wales will have non-exclusive jurisdiction.
8. INTELLECTUAL PROPERTY/COPYRIGHT
LTA respects the intellectual property rights of others and expects Users to do the same.
The User acknowledges and agrees that the Service may include materials and information protected by copyright, trademarks, patents, trade secrets, and other intellectual property rights.
The Users agree to respect those rights and not to compromise in any way the exercise by the legitimate owners.
LTA reserves the right to terminate the accounts of Users who infringe the intellectual property rights of third parties.
When a User believes having suffered a violation of an intellectual property right, must personally report it to LTA so that LTA can identify the infringement and the material, by means of written communication indicating the description of the copyrighted work and/or copyright that has allegedly been violated, the description of the material that the User claims have been infringed, address, phone number and e-mail reference. The notice should be sent to firstname.lastname@example.org.
8.1. RESPONSIBILITY FOR WORKS
LTA is responsible for the Artworks sold in fractional ownership, as stated by the Joint Ownership agreement.
9. GOVERNING LAW AND JURISDICTION
These Terms and Conditions and the Services provided are governed by the law of England.
Any legal action and/or dispute that may arise or result in relation to the Conditions or to the Service, it will be addressed exclusively to the English Courts.